Article 22. Acquisition by organizations belonging to the Fund's group of shares (stakes in the authorized capital) of other legal entities The Law On the National Welfare Fund

Home / Laws / Article 22. Acquisition by organizations belonging to the Fund's group of shares (stakes in the authorized capital) of other legal entities The Law On the National Welfare Fund

1. The procedure for acquiring thirty percent or more of the voting shares of joint-stock companies on the secondary securities market, established by the Law of the Republic of Kazakhstan "On Joint-Stock Companies", does not apply to the Fund or legal entities whose more than fifty percent of the voting shares are owned directly or indirectly by the Fund.

2. An organization belonging to the Fund's group, which independently or jointly with its affiliated persons owns ninety-five percent or more of the voting shares of the company, has the right to require the remaining shareholders of the company to sell their voting shares of the company. Such a demand for the sale of voting shares owned by other shareholders may be made in respect of all types of voting shares of the company.

A request to shareholders to sell their voting shares of the company must contain information about the person(s) who submitted this request, including the names(s), place of residence (location), number of voting shares of the company owned by him (them) and the proposed purchase price of the voting shares of the company, determined in accordance with in accordance with paragraph 4 of this article.

3. The Joint-Stock company, within three working days after the date of receipt of the request specified in paragraph 2 of this Article, shall ensure its posting on the Internet resource of the financial reporting depository. The remaining shareholders are required to sell their shares of the company within no more than sixty calendar days after the date of posting the request on the Internet resource of the financial reporting depository. It is prohibited for shareholders to make other civil law transactions with the company's shares during the period specified in this paragraph.

4. The sale price by shareholders of their voting shares at the request of the persons specified in paragraph 2 of this Article shall be determined on the date of the request as the highest price of the following:

1) in respect of shares included in the representative list of a stock exchange operating in the territory of the Republic of Kazakhstan:

The weighted average share price prevailing on the organized securities market in the last six months preceding the date of the transaction, as a result of which ninety-five or more percent of the voting shares of the company became owned by the persons specified in paragraph one of paragraph 2 of this Article.;

or the share price of a transaction as a result of which ninety-five or more percent of the voting shares of the company became owned by the persons specified in paragraph one of paragraph 2 of this article.;

2) in respect of shares not specified in subparagraph 1) of this paragraph:

the market price of shares determined by the appraiser in accordance with the legislation of the Republic of Kazakhstan on valuation activities;

or the share price of a transaction as a result of which the persons specified in paragraph one of paragraph 2 of this article became owners of ninety-five or more percent of the company's voting shares.

5. The organization specified in the first part of paragraph 2 of this article is obliged to pay for the voting shares of the company to be redeemed from the remaining shareholders at the proposed purchase price determined in accordance with paragraph 4 of this article.

The money intended to pay for the voting shares of the company to be redeemed by the organization specified in paragraph one of paragraph 2 of this Article from the remaining shareholders shall be transferred to the bank accounts of these shareholders who have up-to-date details in the securities register system and (or) the nominee accounting system.

If there is no information about the current details of the shareholder in the system of registers of securities holders and (or) the system of accounting for nominal holding, the money intended to pay for the acquired shares of the company is transferred to an account opened at the central depository for accounting for unclaimed money in accordance with the procedure established by a regulatory legal act of the authorized body for regulation, control and supervision of financial the market and financial organizations.

The Law of the Republic of Kazakhstan dated February 1, 2012 No. 550-IV.

This Law defines the legal status, operating procedure, goals, objectives and powers of the National Welfare Fund, the procedure for interaction between the National Welfare Fund and government agencies, as well as certain features of the legal status of legal entities whose shares (participation interests) belong to the National Welfare Fund and other organizations belonging to the National Welfare Fund group.

President

Republic of Kazakhstan

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